DATATEC LIMITED - Report on proceedings at Annual General Meeting and proposed changes to dividend payment mechanism
17 September 2014 17:00
DTC 201409170040A
Report on proceedings at Annual General Meeting and proposed changes to dividend payment mechanism

Datatec Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1994/005004/06)
ISIN: ZAE000017745
Share Code: DTC
("the Company")

REPORT ON PROCEEDINGS AT ANNUAL GENERAL MEETING AND PROPOSED CHANGES TO DIVIDEND
PAYMENT MECHANISM

At the annual general meeting of Datatec Limited (JSE and LSE: DTC), held at 12h00 today, 17 September
2014, votes were registered for 90% of the Company's issued shares. All the ordinary and special
resolutions, as proposed in the notice to the annual general meeting, were passed with the requisite
majority. In this regard, Datatec confirms the voting statistics from the AGM as follows:

                                                                             %              Number
Total number of shares that could be voted at meeting                      100.0          197 549 352
Total number of shares present/represented including proxies at meeting    90.3%          178 341 302
Total number of members present                                                                13

                                                       Votes in Favour    Votes Against      Abstentions
                                                        Number      %     Number     %          Number
Ordinary Resolution Number 1                              171 974 656        5 834 421           532 225

Re-election of SJ Davidson                                       96.7%            3.3%
Ordinary Resolution Number 2                               177 054 029         755 237           532 036

Re-election of JF McCartney                                      99.6%            0.5%
Ordinary Resolution Number 3                               160 640 118      17 169 148           532 036

Re-election of CS Seabrooke                                      90.3%            9.7%
Ordinary Resolution Number 4                               177 251 834         557 432           532 036

Election of PJ Myburgh                                           99.7%            0.3%
Ordinary Resolution Number 5                               175 033 739       2 775 998           531 565

Reappointment of independent auditors                            98.4%            1.6%
Ordinary Resolution Number 6.1                             141 921 732      35 888 005           531 565
Election of Audit, Risk & compliance Committee
members – CS Seabrooke                                           79.8%           20.2%
Ordinary Resolution Number 6.2                             177 809 266               0           532 036
Election of Audit, Risk & compliance Committee
members – LW Nkuhlu                                             100.0%            0.0%
Ordinary Resolution Number 6.3                             152 651 016      25 158 250           532 036
Election of Audit, Risk & compliance Committee
members – O Ighodaro                                             85.9%           14.1%
Ordinary Resolution Number 6.4                             168 849 595       8 959 671           532 036
Election of Audit, Risk & compliance Committee
members – SJ Davidson                                            95.0%            5.0%
Ordinary Resolution Number 7                               152 027 613      25 781 653           532 036
Non-binding advisory vote on remuneration
policy                                                           85.5%           14.5%
Special Resolution Number 1                                177 776 157          32 638           532 507
Approval of non-executive directors’ fees                        99.9%           0.01%
Special Resolution Number 2                                152 651 016      25 158 250           532 036
Authority to provide financial assistance to                     85.9%           14.1%
Group companies
Special Resolution Number 3                                167 025 095      10 784 642              531 565
General authority to repurchase shares                           93.9%            6.1%
Ordinary Resolution Number 8                               177 809 737               0              531 565
Authority to sign all documents required                        100.0%            0.0%

The special resolutions will, where necessary, be lodged for registration with the Companies and
Intellectual Property Commission in due course.

The Board of Directors of Datatec (the "Board") wishes to inform shareholders of its resolution to
henceforth replace the cash distribution by way of capital reduction with a dividend to be declared from
distributable reserves (the "Dividend"). The Board has evaluated the effects on the Company and
shareholders and come to the conclusion to preserve contributed tax capital by changing to declaration of
Dividends in future. The Board has further resolved to amend the Dividend payment mechanism by the
introduction of a bonus share issue of new, fully paid, ordinary Datatec shares ("New Shares") in proportion
to shareholders' shareholding in Datatec (the "Capitalisation Share Issue"). Shareholders will be entitled, in
respect of all or part of their shareholding, to elect to receive a cash dividend alternative in lieu of all or
part of the New Shares to which they would have been entitled (“Cash Dividend Alternative”). The rationale
for the Capitalisation Share Issue is to afford shareholders the opportunity to increase their shareholding in
Datatec and retain the Company's flexibility on liquidity management. The Dividend, Capitalisation Share
Issue and the Cash Dividend Alternative may have tax implications for shareholders.

The Board wishes to reiterate that the Group's dividend policy of paying an annual dividend, which will
provide cover of at least three times relative to underlying earnings, remains unchanged.

Sandton
17 September 2014

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

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